SecProbe.io

CORRESP
1
filename1.htm

PicoCELA
Inc.

November
20, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

  Attention:
  Eiko Yaoita Pyles

  Kevin
Stertzel

  Bradley Ecker

  Jennifer Angelini

    Re:
    PicoCELA Inc.

                                                         Registration Statement on Form F-1

                                                         Filed on October 31, 2024

                                                         File No. 333-282931

Dear
Sir or Madam:

PicoCELA
Inc. (the “Company,” “we,” or “us”) hereby transmits its response to the letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated November 12, 2024, regarding its Registration Statement on Form F-1 filed on October 31, 2024. For ease of reference, we have repeated
the Commission’s comments in this response letter and numbered them accordingly. An amended Registration Statement on Form F-1
(“Amended Registration Statement”) is being filed to accompany this response letter.

Registration
Statement on Form F-1 filed October 31, 2024

General

 1. We
                                            note you are registering shares for both a primary and a secondary resale offering. Please
                                            revise both prospectuses to address the following:

● Briefly describe the
resale offering, including the number of Shareholder ADSs, on the cover page of the primary prospectus;

●
Include an explanatory note following the prospectus cover that describes both offerings, including any differences in timing and pricing;

● Revise
page 8 of the summary, which currently describes only the primary offering, to also describe the resale offering and number of
Shareholder ADSs;

● Include
the Shareholder ADSs in the number of ADSs to be outstanding following the offering, or advise as to why you believe it is appropriate
to exclude these;

●
Revise page alt-1 to refer to ADSs, rather than Common Shares or Resale Shares, as the securities being offered, or advise;
and

●
Revise disclosure on page alt-3 that (emphasis added), “The Selling Shareholders will not offer for sale the Shareholder
ADSs covered by the Resale Prospectus at the initial public offering price of the Public Offering ADSs until such time as the ADSs are
listed on Nasdaq,” for consistency with cover page disclosure indicating the Shareholder ADSs will be offered at the fixed
initial public offering price until listing.

Response:
In response to the Staff’s comment, we have revised our disclosures on the cover page of the primary prospectus, the explanatory
note, and pages 8, alt-1, and alt-3 of the Amended Registration Statement accordingly.

Risk
Factors

We
are dependent on patents licensed from Kyushu University, page 19

 2. We
note your revisions in response to our prior comment 10. Please further revise your disclosure to specifically address the material risks
if your license agreement with Kyushu University is not renewed past its current expiration date of March 31, 2025. Discuss the potential
impact on your operations and financial condition and results of operations in the event of non-renewal. Additionally disclose, here
or elsewhere as appropriate, whether you have received a termination notice pursuant to Article 19 of the license and, if not, whether
the current expiration date will be extended by three years to March 31, 2028, subject to other termination provisions.

Response:
In response to the Staff’s comment, we have revised our disclosures on pages 19 and 68 of the Amended Registration Statement
to specially address the material risks if our license agreement with Kyushu University is not renewed past its current expiration date
of March 31, 2025 and discuss the potential impact on our operations and financial condition and results of operations in the event of
non-renewal. We have revised our disclosures on pages 19 and 68 of the Amended Registration Statement to disclose we have not received
a termination notice pursuant to Article 19 of the license and the current expiration date will be extended by three years to March 31,
2028, subject to other termination provisions.

Capitalization,
page 34

 3. The
                                            total number of Common Shares issued and outstanding on an as adjusted basis of 22,933,860
                                            shares presented in the capitalization table, appears to exclude the 2,000,000 shares expected
                                            to be issued in this offering. Please revise accordingly.

Response: In
response to the Staff’s comment, we have revised our disclosures on page 34 of the Amended Registration Statement
accordingly.

Related
Party Transactions, page 78

 4. We
                                            note your response to our prior comment 11 and reissue. Please update this section to additionally
                                            reflect information as of the date of the document. Refer to Item 4(a) of Form F-1 and Item
                                            7.B of Form 20-F.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 78 of the Amended Registration Statement to additionally
reflect information as of the date of the document.

Shares
Eligible for Future Sale, page 99

 5. We
                                            note disclosure that each of your 1% shareholders has agreed to enter into a lockup agreement,
                                            which appears inconsistent with disclosure elsewhere indicating that Spirit Advisors has
                                            been granted a warrant to purchase 3% of your shares, which are not subject to lock up; please
                                            revise to reconcile. We further note disclosure that, “We are not aware of any plans
                                            by any significant shareholders to dispose of significant numbers of our Common Shares or
                                            the ADSs.” Please revise as appropriate to reflect the resale offering of Shareholder
                                            ADSs.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 99 of the Amended Registration Statement to explain
that the lock-up does not apply to the Common Shares to be issued pursuant to a warrant to be issued to Spirit Advisors at the time of
listing. We also revised the disclosures on page 99 of the Amended Registration Statement to reflect the resale offering of Shareholder
ADSs.

*
* * * * * * * * * *

In
responding to your comments, the Company acknowledges that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff
    comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
    to the filing; and

    ●
    the
    Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

We
thank the Staff for its review of the foregoing. If you have further comments, please do not hesitate to forward them by electronic mail
to our counsel, Ying Li at yli@htflawyers.com or by telephone at 212-530-2206.

    Very
    truly yours,

    /s/
    Hiroshi Furukawa

    Hiroshi
    Furukawa

    Chief
    Executive Officer of the Company

    cc:
    Ying
    Li, Esq.

    Hunter
    Taubman Fischer & Li LLC